Shell Midstream Partners, L.P. launches initial public offering

Oct 20, 2014

Shell Midstream Partners, L.P., a limited partnership formed by Royal Dutch Shell, announced today that it has launched its initial public offering of 37,500,000 common units, representing limited partner interests. The common units are expected to be listed on the New York Stock Exchange under the ticker symbol “SHLX.” The underwriters of the offering will have a 30-day option to purchase up to an additional 5,625,000 common units from Shell Midstream Partners.

The common units being offered represent a 27.2 percent limited partner interest in Shell Midstream Partners, or a 31.3 percent limited partner interest if the underwriters exercise in full their option to purchase additional common units. Royal Dutch Shell, through certain of its subsidiaries, will own the remaining limited partner interest in Shell Midstream Partners, as well as its 2.0 percent general partner interest.

Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as book-running managers for the offering. Credit Suisse, Goldman Sachs, JP Morgan, Wells Fargo, RBC Capital Markets and Credit Agricole are acting as co-managers. The offering is being made only by means of a prospectus. Once it becomes available, potential investors can obtain a prospectus that meets the requirements of Section 10 of the Securities Act of 1933 from:

UBS Investment Bank

When available, to obtain a copy of the prospectus free of charge, visit the SEC’s website, www.sec.gov, and search under the registrant’s name, “Shell Midstream Partners.”

A registration statement relating to the common units has been filed with the Securities and Exchange Commission but has not yet become effective. The common units may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sales of the securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Shell Midstream Partners

Shell Midstream Partners is a fee-based, growth-oriented master limited partnership recently formed by Royal Dutch Shell to own, operate, develop and acquire pipelines and other midstream assets. Shell Midstream Partners’ initial assets consist of interests in entities that own crude oil and refined products pipelines serving as key infrastructure to transport growing onshore and offshore crude oil production to Gulf Coast refining markets and to deliver refined products from those markets to major demand centres.

Cautionary Note

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this announcement "Shell", "Shell Group" and "Royal Dutch Shell" are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words "we", "us" and "our" are also used to refer to subsidiaries in general or to those who work for them.

These expressions are also used where no useful purpose is served by identifying the particular company or companies. "Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this announcement refer to companies in which Shell either directly or indirectly has control, by having either a majority of the voting rights or the right to exercise a controlling influence. The companies in which Shell has significant influence but not control are referred to as "associated companies" or "associates" and companies in which Shell has joint control are referred to as "jointly controlled entities".

In this announcement, associates and jointly controlled entities are also referred to as "equity-accounted investments". The term "Shell interest" is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in a venture, partnership or company, after exclusion of all third-party interest.

This announcement contains forward looking statements concerning the financial condition, results of operations and businesses of Shell and the Shell Group. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements.

Forward-looking statements include, among other things, statements concerning the potential exposure of Shell and the Shell Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors that could affect the future operations of Shell and the Shell Group and could cause those results to differ materially from those expressed in the forward looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell's products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks;

(h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and

(m) changes in trading conditions. All forward looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward looking statements. Additional factors that may affect future results are contained in Shell's 20-F for the year ended 31 December 2013 (available at www.shell.com/investor and www.sec.gov). These factors also should be considered by the reader.

Each forward looking statement speaks only as of the date of this announcement, 20 October 2014. Neither Shell nor any of its subsidiaries nor the Shell Group undertake any obligation to publicly update or revise any forward looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward looking statements contained in this announcement.